UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 13, 2014
UNILIFE CORPORATION
(Exact name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-34540 | | 27-1049354 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 250 Cross Farm Lane, York, Pennsylvania | | 17406 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (717) 384-3400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Alan D. Shortall Restricted Stock Award
On November 14, 2014, Unilife Corporation (the “Company”), following the approval of the Company’s stockholders at the 2014 Annual Meeting of Stockholders on November 13, 2014, awarded 4,000,000 shares of restricted common stock to Alan D. Shortall. This restricted stock award is subject to performance-based vesting and also contains service-based clawback provisions. The performance-based vesting will be based on the Company’s achievement of the following stock price milestones, for a minimum of 20 out of 30 consecutive trading days, on or before the fifth anniversary of the grant date:
| | | | | | |
| Per Share Stock Price | | | Performance Vesting Percentage | |
| $ | 6 | | | | 25 | % |
| |
| $ | 8 | | | | 50 | % |
| |
| $ | 10 | | | | 75 | % |
| |
| $ | 12 | | | | 100 | % |
The award will be forfeited, to the extent not vested, on the fifth anniversary of the grant date. Therefore, Mr. Shortall will not realize any of the award’s value unless he delivers a sustained and material increase in stockholder value.
In addition, if prior to the fourth anniversary of the date of grant Mr. Shortall resigns from employment or if the Company terminates his employment for cause, Mr. Shortall would be required to return a specified percentage of any previously vested shares to the Company (or, if those shares have already been sold, he would be required to pay to the Company cash equal to the greater of the sale proceeds or the then current value of the shares). The specified percentage would be determined as follows:
| | | | |
Termination Date | | Percentage of Otherwise Vested Shares Required
to be Returned | |
| |
Prior to November 14, 2015 | | | 100 | % |
| |
On or after November 14, 2015, but prior to November 14, 2016 | | | 75 | % |
On or after November 14, 2016, but prior to November 14, 2017 | | | 50 | % |
On or after November 14, 2017, but prior to November 14, 2018 | | | 25 | % |
The vesting of any otherwise unvested portion of the award will accelerate (and all service-based clawback provisions will lapse) if, while the award remains outstanding, the Company experiences a change in control (as defined in the Unilife Corporation Amended and Restated 2009 Stock Incentive Plan (the “Plan”)) or Mr. Shortall’s employment ceases due to his death, disability or termination without cause.
The award is described in greater detail in Proposal 6 in the Company’s Proxy Statement (the “Proxy Statement”) for the 2014 Annual Meeting of Stockholders. The Proxy Statement was filed with the Securities and Exchange Commission (“SEC”) on October 2, 2014. The description of the award contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the form of award, which was filed with the SEC as Exhibit 4.2 to the Company’s Form S-8 filed on November 14, 2014 and is incorporated herein by reference in its entirety.
Amended and Restated 2009 Stock Incentive Plan
On November 13, 2014, the Company’s stockholders, upon recommendation of the Board, approved the Plan. The Plan is described in greater detail in Proposal 5 in the Proxy Statement for the 2014 Annual Meeting of Stockholders. The Proxy Statement was filed with the SEC on October 2, 2014. The description of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which was filed with the SEC as Annex A to the Company’s Proxy Statement on Schedule 14A filed on October 2, 2014 and is incorporated herein by reference in its entirety.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 13, 2014, the Company held its Annual Meeting of Stockholders. The following proposals were submitted by the Company’s Board of Directors to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.
Proposal No. 1 — The election of the persons named below as directors to hold office until our annual meeting of stockholders to be held in 2015 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.
All director nominees were elected and the votes were cast as follows:
| | | | | | | | | | | | |
Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Slavko James Joseph Bosnjak | | | 41,718,199 | | | | 1,559,173 | | | | 17,518,513 | |
| | | |
Jeff Carter | | | 40,696,315 | | | | 2,581,057 | | | | 17,518,513 | |
| | | |
William Galle | | | 41,879,595 | | | | 1,397,777 | | | | 17,518,513 | |
| | | |
John Lund | | | 42,342,898 | | | | 934,474 | | | | 17,518,513 | |
| | | |
Mary Katherine Wold | | | 42,603,519 | | | | 673,853 | | | | 17,518,513 | |
| | | |
Alan D. Shortall | | | 40,896,391 | | | | 2,380,981 | | | | 17,518,513 | |
Proposal No. 2 — Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2015.
The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2015 was ratified and the votes were cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 60,485,400 | | 210,006 | | 100,479 | | — |
Proposal No. 3 — Advisory vote regarding the approval of compensation paid to certain executive officers.
The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 34,117,944 | | 8,356,877 | | 802,551 | | 17,518,513 |
Proposal No. 4 — For the purposes of Australian Securities Exchange (“ASX”) Listing Rule 7.4 and for all other purposes, to ratify the issuance and sale by the Company of 7,308,800 shares of commons stock (equivalent to 43,852,800 CHESS Depositary Interests (“CDIs”)) under the Controlled Equity Offering Sales Agreement the Company entered into with Cantor Fitzgerald & Co. dated October 3, 2013, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that we filed with the SEC on October 4, 2012.
The issuance and sale by the Company of 7,308,800 shares of commons stock (equivalent to 43,852,800 CDIs) under the Controlled Equity Offering Sales Agreement the Company entered into with Cantor Fitzgerald & Co. dated October 3, 2013, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that the Company filed with the SEC on October 4, 2012 was ratified and the votes were cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 40,868,342 | | 1,909,643 | | 499,387 | | 17,518,513 |
Proposal No. 5 — For the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, to approve the issue and transfer of securities under the 2009 Stock Incentive Plan and to approve the 2009 Stock Incentive Plan, as proposed to be amended as an exception to ASX Listing Rule 7.1.
The issue and transfer of securities under the 2009 Stock Incentive Plan and the proposed amendment to the 2009 Stock Incentive Plan were approved and the votes were cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 34,584,320 | | 8,289,250 | | 403,802 | | 17,518,513 |
Proposal No. 6 — For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve the grant of up to 4,000,000 shares of restricted stock to Alan D. Shortall on the terms set out in the Proxy Statement.
The grant of up to 4,000,000 shares of restricted stock to Alan D. Shortall on the terms set out in the Proxy Statement was approved and the votes were cast as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 32,693,354 | | 10,027,717 | | 556,301 | | 17,518,513 |
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
4.1 Unilife Corporation Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed on October 2, 2014)
4.2 Form of Unilife Corporation Non-Plan-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed on November 14, 2014)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | Unilife Corporation |
| | | |
| Date: November 18, 2014 | | | | By: | | /s/ Alan Shortall |
| | | | | | Alan Shortall |
| | | | | | Chairman and Chief Executive Officer |
EXHIBIT INDEX
| | |
EXHIBIT
NUMBER | | DESCRIPTION |
| |
| 4.1 | | Unilife Corporation Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on October 2, 2014) |
| |
| 4.2 | | Form of Unilife Corporation Non-Plan-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed on November 14, 2014) |
